Exhibit 10.1


 


April 1, 2022


 


 


Nemaura Medical Inc.


57 West 57th Street


New York, NY 10019


Attention: Dr. Dewan F.H. Chowdhury, President and
Chief Executive Officer


 


Dear Dr. Chowdhury:


 


Reference is made to the At The
Market Offering Agreement, dated as of July 23, 2021 (the “ATM Agreement”), between Nemaura
Medical Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”). This letter (the
“Amendment”) constitutes an agreement between the Company and Wainwright to amend the ATM Agreement as set forth herein.
Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.


 


1.      
The defined term “Agreement” in the ATM Agreement is amended to mean the ATM Agreement
as amended by this Amendment.


 


2.      
Section 1 of the ATM Agreement is hereby amended by amending and restating the term “Registration
Statement” in its entirety as follows:


 


““Registration Statement”
shall mean, collectively, (i) for the period from July 23, 2021 until March 31, 2022, the shelf registration statement (File Number 333-230535)
on Form S-3 (the “First Registration Statement”) that was initially declared effective on April 8, 2019 and (ii)
for the period from April 1, 2022 and thereafter, a new shelf registration statement (File Number 333-263618) on Form S-3 that was filed
on March 16, 2022 with the Commission and that was filed prior to the expiration of the First Registration Statement and that has been
declared effective by the Commission, including exhibits and financial statements and any prospectus supplement relating to the Shares
that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B,
as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration
statement as so amended.


 


3.       The
Company and Wainwright hereby agree that the date hereof shall be a Representation Date under the ATM Agreement and the Company shall
file a Prospectus Supplement and deliver the deliverables pursuant to Sections 4(k), 4(l) and 4(m) of the ATM Agreement on or about the
date hereof; provided that, before the Company delivers the Sales Notice or the Manager sells any Shares, the Company shall deliver to
the Manager the deliverables pursuant to Sections 4(k), 4(l) and 4(m) of the ATM Agreement.


 


4.       Except
as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the
execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.


 


5.       This
Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such
counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.


 


 


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In acknowledgment
that the foregoing correctly sets forth the understanding reached by the Company and Wainwright, please sign in the space provided below,
whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.


 


 


 


Very truly yours,


 


H.C. WAINWRIGHT &
CO., LLC


 


By: /s/ Edward D. Silvera


Name: Edward D. Silvera


Title: Chief Operating Officer


 


 


 


Accepted and Agreed:


 


Nemaura
Medical Inc.


 


By: /s/ Dewan F. H. Chowdhury 


Name: Dewan F. H. Chowdhury


Title: President and Chief Executive Officer


 


 


 


 


 


 


 


 


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page to NMRD Amendment to atm agreement]